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SHAREHOLDERS’ EQUITY
 9 Months Ended
Sep. 30, 2025
Equity [Abstract]  
SHAREHOLDERS' EQUITY

NOTE 16 — SHAREHOLDER'S EQUITY

The Company is authorized to issue 400,000,000 shares of common stock, par value of $0.0001 per share (“Common Stock”), and 20,000,000 shares of undesignated preferred stock, par value of $0.0001 per share.

In February 2025, the Company issued 860,435 shares of common stock, with no proceeds, to Mehana Capital LLC as incentive shares pursuant to the Non-Redemption Agreements entered into in May 2023 by and among Pono, Mehana Capital LLC, and certain unaffiliated stockholders, including Wolverine Flagship Fund Trading Limited, Amethyst Arbitrage International Master Fund, Radcliffe SPAC Master Fund, L.P., and Verition Multi-Strategy Master Fund Ltd.

In May 2025, the Company’s board of directors approved a share repurchase plan (“2025 Share Repurchase Program”), authorizing the repurchases of up to $5.0 million of the Company’s common stock. The Company completed the program in July 2025. Under the program, the Company repurchased an aggregate of 1,034,308 shares of common stock for a total cash consideration of approximately $5.0 million, including 521,499 shares of common stock repurchased during the three months ended September 30, 2025.

As of September 30, 2025 and December 31, 2024, there were 103,881,251 and 103,020,816 shares issued, 102,576,943 and 102,750,816 shares outstanding, respectively, and no preferred stock issued and outstanding.

Stock-based compensation

The following table summarizes the stock option/warrant activities and related information for the nine months ended September 30, 2025 and 2024:

 

 

 

Number of
Warrants

 

 

Weighted
Average
Exercise
Price

 

 

Weighted
Average
Remaining
Term
(Years)

 

 

Intrinsic
Value

 

As of January 1, 2024

 

 

4,918,998

 

 

$

0.0064

 

 

 

10.00

 

 

$

—

 

Granted

 

 

449,190

 

 

 

0.0001

 

 

 

10.00

 

 

 

—

 

Additions pursuant to the Pono Merger*

 

 

12,134,375

 

 

 

11.50

 

 

 

5.00

 

 

 

 

Exercised

 

 

(3,137,998

)

 

 

0.01

 

 

 

—

 

 

 

—

 

Forfeited/Cancelled

 

 

(2,230,190

)

 

 

0.0001

 

 

 

—

 

 

 

—

 

As of September 30, 2024*

 

 

12,134,375

 

 

$

11.50

 

 

 

5.00

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of January 1, 2025

 

 

12,134,375

 

 

$

11.50

 

 

 

4.80

 

 

$

—

 

Granted

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Exercised

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Forfeited/Cancelled

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

As of September 30, 2025

 

 

12,134,375

 

 

$

11.50

 

 

 

4.05

 

 

$

—

 

Vested and exercisable as of September 30, 2025

 

 

12,134,375

 

 

$

11.50

 

 

 

4.05

 

 

$

—

 

 

*

As of September 30, 2024, there were 12,134,375 warrants issued by Pono, prior to the Pono Merger, among which 11,500,000 warrants were issued through its initial public offering (“IPO”) (“Public Warrants”) and 634,375 were issued through a private placement (“Placement Warrants”). Each warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share at any time commencing on October 17, 2024 until October 17, 2029, or earlier upon redemption or liquidation.